Termination Matters Sample Clauses

Termination Matters. (a) Section 19.5 (Termination for Convenience by Client) is hereby replaced in its entirety with the following:
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Termination Matters. Any past Benefit Plan that has been terminated was done so in material compliance with all applicable Laws. The Company does not have any further liability or obligation pursuant to any Benefit Plans that have been terminated.
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Termination Matters. Upon termination of this Agreement for any other reason other than default by Parent and/or Buyer, Seller shall negotiate with Buyer to sell and transfer to Buyer the computer equipment, software and other information systems property which Buyer determines to be necessary to operate the Business and which Seller does not require for the operation of its business. The purchase price shall be an amount equal to the fair market value of such equipment as the parties mutually determine based on good faith negotiations. To the extent Seller needs to retain certain information systems property, Seller shall negotiate in good faith the terms and condition of the lease or sublease of such properties if such can be achieved. If not sold, subleased or sublicensed to Buyer, as the case may be, Seller shall have the right to obtain possession at end of term of any computer equipment and operating software of the Seller in the possession of Buyer at the expiration of this Agreement. Such possession will be processed in coordination with Buyer so as to not materially interfere with Buyer's operation of its business.
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Termination Matters. Upon termination of the Executive's employment, howsoever occasioned:
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Termination Matters. With respect to the Old Employment Agreement and the Stock Appreciation Rights Agreements, Executive and the Company hereby agree as follows:
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Termination Matters. This Agreement may be terminated prior to the Closing as follows: (i) if the Closing has not occurred by February 28, 2001, this Agreement may be terminated by Starbase or TBI, unless such date is extended by the written consent of the parties hereto, (ii) by the mutual written consent of Starbase and TBI, or (iii) if there is a material breach by a party, the non-breaching party may terminate this Agreement, provided, however, that such termination is the sole and exclusive remedy for any such breach prior to Closing.
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Termination Matters. A. This Agreement is for an indefinite term and may be terminated by either party, at will, with or without cause. If the termination is without cause, thirty (30) days advance written notice must be provided by the terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, advance notice may be provided at the option of the terminating party, but shall not be required. "
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Termination Matters 
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Related to Termination Matters

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Pension Matters Schedule 7.17 of the Disclosure Schedule sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law has received a favorable determination letter from the IRS, or is entitled to rely upon a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination or opinion letter that could adversely affect the qualified status of such Benefit Plan. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Obligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

  • Union Matters An accurate list and description (in all material respects) of union contracts and collective bargaining agreements of Target, if any (Annex QQ).

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Term Termination and Survival This Agreement shall become effective when signed below and shall continue in effect until terminated. Either Party may terminate this Agreement at-will with thirty (30) day’s written notice to the other Party. Termination shall not relieve the Parties from any debt or liability incurred hereunder while the Agreement was active; and all terms and conditions of this Agreement intended to protect the Parties and their records and regulate disputes, grievances or complaints between them shall survive any termination.

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